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Jagran Prakashan LimitedRegistered Office: Jagran Building, 2 Sarvodaya Nagar, Kanpur – 208 005

Tel : +91-512-2216161 ; Fax : +91-512-2230625Website : www.jplcorp.in ; Email : investor@jagran.com

Court Convened Meeting of the Contents PagesEquity Shareholders

Time : 11:00 A.M. Notice convening Meeting of 2 - 3the Equity Shareholders ofJagran Prakashan Limited

Day : Saturday Explanatory Statement under 173(2) and 4 - 15Date : 13th October, 2012 393(1)(a) of the Companies Act, 1956

Venue : Jalsa Banquet Hall, Scheme of Arrangement under sections 16 - 284th Floor, Rave@Moti Mall, 391 to 394 read with sections 78, 100117/K/13, Gutaiya, to 104 of the Companies Act, 1956Kanpur- Uttar Pradesh

Form of Proxy 29 - 30

Attendance Slip 31

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IN THE HIGH COURT OF JUDICATURE AT ALLAHABADORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY APPLICATION NO. 12 OF 2012In the matter of the Companies Act,1956;

AND

In the matter of Scheme of Arrangement Between NaiduniaMedia Limited (‘NDML’ or ‘Demerged Company’) AND JagranPrakashan Limited (‘JPL’ or ‘Resulting Company’ or ‘ApplicantCompany’) and their respective shareholders and creditors(Undersections 391 to 394 read with sections 78, 100 to 104 of theCompanies Act, 1956)

JAGRAN PRAKASHAN LIMITED,a company registered under theCompanies Act, 1956 and having itsregistered office at Jagran Building,2 Sarvodaya Nagar, Kanpur – 208 005in the state of Uttar Pradesh Applicant Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OFJAGRAN PRAKASHAN LIMITED

To:The Equity Shareholder(s) of the Jagran Prakashan Limited (‘Applicant Company’ or ‘ResultingCompany’).

TAKE NOTICE that by an order made on 6th September 2012, in the above Company Application, the Hon’bleHigh Court of Judicature at Allahabad has directed that a meeting of the Equity Shareholders of JagranPrakashan Limited, the Applicant Company be convened and held at Jalsa Banquet Hall, 4th Floor, Rave@MotiMall, 117/K/13, Gutaiya, Kanpur- Uttar Pradesh on Saturday, the 13th day of October 2012, at 11.00 A.M, forthe purpose of considering and, if thought fit, to approve with or without modification(s), the proposed Schemeof Arrangement between Naidunia Media Limited and Jagran Prakashan Limited and their respective

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Shareholders and Creditors which inter alia provides for (i) demerger of Print Business of Demerged Companyinto Resulting Company; and (ii) the reduction of securities premium of the Demerged Company and ResultingCompany.

TAKE FURTHER NOTICE that in pursuance of the said Order and as directed therein, a meeting of the EquityShareholder(s) of Resulting Company will be convened and held at Jalsa Banquet Hall, 4th Floor, Rave@MotiMall, 117/K/13, Gutaiya, Kanpur - Uttar Pradesh on Saturday, the 13th day of October 2012, at 11.00 A.M, atwhich place, day, date and time you are requested to attend.

TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy, providedthat a proxy in the prescribed form, duly signed by you, or your authorized representative, is deposited at theRegistered Office of the Resulting Company at Jagran Building, 2 Sarvodaya Nagar, Kanpur, not later than 48hours before the time of the aforesaid meeting.

The Hon’ble Court of Judicature at Allahabad has appointed Mr. P.N. Srivastava, and failing him Mr. Ajit KumarPandey, to be the Chairman of the said meeting.

A copy each of the Scheme of Arrangement, the Explanatory Statement under Section 393 of the CompaniesAct, 1956, a Form of Proxy and Attendance Slip are enclosed.

Sd/-(P.N. Srivastava)

Chairman appointed for the meeting

Dated this 11th day of September 2012

Registered office:Jagran Building2 Sarvodaya NagarKanpur-208005, Uttar Pradesh

Notes:

1. All alterations made in the Form of Proxy should be initialed.

2. Only registered shareholders of Jagran Prakashan Limited may attend and vote (either in person or byproxy) at the Equity Shareholders Meeting. The representative of a body corporate or Foreign InstitutionalInvestor (FII) which is a registered Equity Shareholder of the Applicant Company may attend and vote atthe Equity Shareholders meeting provided a certified true copy of the resolution of the Board of Directorsor other governing body of the body corporate / FII is deposited at the registered office of Jagran PrakashanLimited not later than 48 hours before the time of the meeting authorizing such representative to attendand vote at the Equity Shareholders meeting.

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IN THE HIGH COURT OF JUDICATURE AT ALLAHABADORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY APPLICATION NO. 12 OF 2012

In the matter of the Companies Act,1956;

AND

In the matter of Scheme of Arrangement Between NaiduniaMedia Limited (‘NDML’ or ‘Demerged Company’) AND JagranPrakashan Limited (‘JPL’ or ‘Resulting Company’ or ‘ApplicantCompany’) and their respective shareholders and creditors(Under sections 391 to 394 read with sections 78, 100 to 104 ofthe Companies Act, 1956)

JAGRAN PRAKASHAN LIMITED,a company registered under theCompanies Act, 1956 and having itsregistered office at Jagran Building,2 Sarvodaya Nagar, Kanpur – 208 005in the state of Uttar Pradesh Applicant Company

EXPLANATORY STATEMENT UNDER SECTIONS 173(2) and 393(1)(a) OF THE COMPANIES ACT, 1956

1. Pursuant to an Order dated 6th day of September 2012 passed by the Hon’ble High Court of Judicature atAllahabad in the Company Application referred to hereinabove, a meeting of the Equity Shareholders ofJagran Prakashan Limited, the Applicant Company, is being convened at Jalsa Banquet Hall, 4th Floor,Rave@Moti Mall, 117/K/13, Gutaiya, Kanpur, Uttar Pradesh on Saturday, the 13th day of October, 2012at 11:00 a.m. for the purpose of considering and if thought fit, approving, with or without modification(s),the arrangement embodied in the Scheme of Arrangement (hereinafter referred to as the “Scheme”)

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presented under Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956,between Naidunia Media Limited and Jagran Prakashan Limited and their Respective Shareholders andCreditors.

2. Pursuant to an Order dated 6th day of September 2012 passed by the Hon’ble High Court of Judicatureat Allahabad in the Company Application referred to hereinabove, meetings of secured creditors andunsecured creditors of the Applicant Company are being convened at Jalsa Banquet Hall, 4th Floor,Rave@Moti Mall, 117/K/13, Gutaiya, Kanpur, Uttar Pradesh on Saturday, the 13th day of October, 2012at 2:30 p.m. and 4:00 p.m. respectively, for the purpose of considering and, if thought fit, approving withor without modification(s), the arrangement embodied in the Scheme.

3. In this Statement, Jagran Prakashan Limited is hereinafter referred to as ‘JPL’ or ‘the Resulting Company’or ‘the Applicant Company’ and Naidunia Media Limited is hereinafter referred to as ‘NDML’ or ‘theDemerged Company’. The other definitions contained in the Scheme (defined hereinafter) will apply tothis Statement under Section 393(1)(a) of the Companies Act, 1956 (‘the Act’) (“Explanatory Statement”).

4. The Scheme setting out in detail the terms and conditions for demerger and transfer of the Print Businessof NDML to JPL and related matters has been approved by the Board of Directors of NDML and JPL attheir respective Board Meetings held on June 30, 2012. A copy of the Scheme is enclosed and formspart of this Notice.

5. Jagran Prakashan Limited was incorporated on July 18, 1975, under the provisions of the CompaniesAct, 1956, under the name and style of “Jagran Prakashan Private Limited”. Subsequently, it became adeemed public limited company under Section 43A of the Companies Act, 1956 and its name waschanged for the first time from Jagran Prakashan Private Limited to Jagran Prakashan Ltd. with effectfrom April 1, 1989. In 2000, upon amendment of Section 43A of the Companies Act, the Company choseto keep its status as a public limited company pursuant to shareholders resolution passed on August31, 2000. In 2004, the Company was again converted into a private limited company pursuant toshareholders resolution passed on September 28, 2004 and accordingly, its name was changed fromJagran Prakashan Limited to Jagran Prakashan Private Limited with effect from October 5, 2004. Further,on November 23, 2005 the Applicant Company was converted into a public limited company in the lightof the public issue (IPO) pursuant to a shareholders resolution passed on November 18, 2005 and itsname was again changed from Jagran Prakashan Private Limited to Jagran Prakashan Limited witheffect from November 23, 2005. The name of the Applicant Company has been changed from time to timeto reflect its status as a private limited company or a public limited company, as the case may be. TheRegistered office of the Applicant Company is situated at Jagran Building, 2 Sarvodaya Nagar, Kanpur –208005. The corporate identity number of the Applicant Company is L22219UP1975PLC004147.

6. The objects for which JPL has been established are set out in its Memorandum of Association. Some ofthe main objects of the Applicant Company as set out in its Memorandum of Association are as follows:

To own, undertake, manage, acquire and carry on business of publishing books, periodicals, journals,magazines, periodicals, newspapers, pamphlets and other literary works and the like either asowners, or lessors etc.

To carry on the business of transmission and broadcasting, telecasting, programming, audio-visual,production & marketing of audio-visual software like music cassettes, soap operas, serials,information & entertainment based programmes and all types of work related to electronic mediainformation and technology and mass communication, software development and provision of I.T.related consultancy and other services.

To have an internet website, offering web based facilities like e-commerce, e-mailing & electronicinformation services etc.

· To undertake and carry on the business in India and elsewhere of event management, outdooradvertising activity, producers and providers of contents and information in all its kinds, forms anddescription including digital, electronic, analogue, internet, radio and mobile phones and to provideother allied services and carry on allied activities.

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To carry on all or any of the business of printers, publishers, stationers, lithographers, typefounders,stereotypers, electrotypers, photographic printers, photolithographers, chromo-lithographers,engravers, diesinkers, book-binders, designers, card printers, calendar printers, translators, papersand ink or the stationery goods manufacturers, book-sellers engineers, contractors and dealers inor manufacturers of or importers and exporters of any other articles, goods, finished or unfinishedor other things of a character or kind similar or analogous to the foregoing or any of them orconnected directly with them.

To collect, supply and disseminate, inform or open information to employ correspondents, authors,writers, and others and to pay for news information, caricatures, articles, copy-rights of publication,and translation and other rights in respect of any literary, scientific, artistic or other matter and topublish the same or to dispose of the same, to act as agents or contractors to investigate orenquire into any matter or occurrence, to sell intelligence, information or tender advice on paymentor otherwise in matters, financial, legal, scientific, commercial, sociological or religious.

7. The Applicant Company is engaged in the business of publication of newspapers, magazines, journals,outdoor advertisement, event management, value added services through mobile and maintaining andrunning various web portals.

8. The equity shares of JPL are listed on the Bombay Stock Exchange Limited and the National StockExchange of India Limited.

9. The Authorised, issued, subscribed and paid-up share capital of JPL as on June 30, 2012 is as under:Particulars RupeesAuthorised Capital375,000,000 Equity Shares of Rs 2 each 750,000,000TOTAL 750,000,000Issued, Subscribed and Paid-up Capital316,267,857 Equity Shares of Rs 2 each, fully paid-up 632,535,714TOTAL 632,535,714

Subsequent to June 30, 2012, there is no change in the Authorised, Issued, Subscribed and Paid-upshare capital of JPL.

10. NDML was incorporated on April 2, 1996 under the provisions of the Companies Act, 1956, under thename and style of ‘Naidunia News and Network Private Limited’. Subsequently, the name of the DemergedCompany was changed to ‘Naidunia Media Private Limited’ on March 14, 2008. Further subsequently,the name of the Demerged Company was changed to Naidunia Media Limited on March 28, 2012. Theregistered office of the Demerged Company is situated at 60/1, Babu Labh Chand Chhajlani Marg,Indore – 452 009, Madhya Pradesh. The corporate identity number of the Demerged Company isU02212MP1996PLC010689.

11. The objects for which the Demerged Company has been established are set out in its Memorandum ofAssociation. Some of the main objects of the Demerged Company as set out in its Memorandum ofAssociation are as follows:

• To carryon in India or elsewhere the business to publish, print, product, promote, organize, manage,acquire, run, maintain, amalgamate, establish, commercialize, control, circulate, develop, sponsor,import, export, equip, job work, market, operate, own, purchase, sell protect, participate and to actas agent, stockiest, distributor, representative, news feeder, correspondent, communicator, supplier,or otherwise to deal in all types, tests, varieties & languages of morning noon, evening, dailyweekly, fortnightly, monthly, quarterly, half yearly, & yearly newspapers, periodicals, magazines,pam-phlets, journals, special bulletins, souvenir, newsletter, or other allied publications on anysubject whatsoever and to do all incidental acts and things necessary for the attainment of foregoingobjects.

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• To carryon in India or elsewhere the business as printer’s publishers, proofreaders, binders, cutters,perforators, laminators, designers and editors, of all types of printing jobs on automatic,semiautomatic, computer, controlled, hand operated, or other types of plant & machineries, includingprinting of books, novels, magazines, newspapers, periodicals, bulletins, pamphlets, forms, businessstationary, office stationary, computer stationary, pre-printed stationary, catalogues, calendars,posters, pictures, cloths, packing materials badges, labels, stickers, security stationeries, tickets,and all other allied items goods, articles and things and for purpose to act as distributor, job worker,commission agent, stockiest, consignors, contractors, subcontractors, consultants, wholesaler,retailers, sales organizers, importers, exporters, buyers, sellers, stationers, engravers, processors,photo type setters, data entry operators, page makers, and to deal in all goods, articles and things,necessary for the attainment of above object.

• To takeover the running business of M/S. NAIDUNIA, 65, Babu Labhchand Chhajlani Marg, Indore(M.P.) as a going concern by adoption or process under chapter IX of the Companies Act, 1956 orotherwise.

• To carry on the business of the publishers, printers, producers, distributers, importers, exporters,exhibitors of all types of educational and other books, magazines, journals, newspapers and newschannels, comics, novels, educational material, audio and video discs, serials, television serials,cinematograph firm, plays, songs, lyrics, animation films and also to act as media representativesand agents, time contractors, media rights owners and to acquire or limited rights to any script,play, story, musical songs, lyrics, bock articles or technique, by punching, purchasing or otherwiseacquiring and to use, exercise, develop or exploit rights attached thereto for the business.

12. The Demerged Company is engaged in the business of printing of newspapers and magazines in thestate of Madhya Pradesh and Chhattisgarh and certain other territories besides maintaining and runningits web portal.

13. The Demerged Company is 100% subsidiary of Suvi Info Management (Indore) Private Limited (‘Suvi’).Suvi is 100% subsidiary of the Resulting Company.

14. The Authorised, issued, subscribed and paid-up share capital of NDML on June 30, 2012 is as under:Particulars RupeesAuthorized:200,000,000 equity shares of Rs.10/- each 2,000,000,000Total 2,000,000,000Issued, Subscribed and Paid-up:174,840,062 equity shares of Rs. 10/- each fully paid-up 1,748,400,620Total 1,748,400,620

Subsequent to the June 30, 2012, there is no change in the Authorised, Issued, Subscribed and Paid-upshare capital of NDML.

15. The proposed Scheme envisages demerger of Print Business of NDML and its transfer into JPL andadjustment of securities premium account of JPL and NDML.

16. Rationale for the Scheme and its benefits:

a. The Print Business of NDML has a similar major revenue stream to that of the print media businessof JPL, i.e. advertisement revenue. The strong marketing network of JPL across the country isexpected to bring to the Print Business new advertisers and thus increase the advertisementrevenue. Further, there are number of other identified synergies such as procurement of newsprint,the key raw material, news gathering , sharing of physical infrastructure and management expertiseto name a few. This would facilitate seamless integration between the two businesses and fosterthe profitable growth of the two businesses.

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b. JPL is expected to pass on the benefits of scale of economy to the Print Business which along withJPL is also expected to benefit from various other synergies between the two resulting in costsavings.

c. The Print Business of NDML is likely to be in continuous need of funds in the foreseeable future.Since JPL has the capacity to generate cash flows on an ongoing basis, the fund requirement ofthe Print business of NDML can be met post the proposed demerger.

d. Demerger of the Print Business would enable NDML to streamline its operations and to focus onother businesses and explore strategic options to grow such businesses and to rationalize itsmanagement, businesses and finances.

e. JPL’s existing management expertise and quality system in the print media sector are expected tofurther enhance the performance of the Print Business on an overall basis.

f. The pan India presence of JPL through its various publication brands and the resources at itsdisposal will help in meeting more effectively the high intensity of competition in Madhya Pradeshand Chhattisgarh being faced by the Print Business and in rapid expansion of publication brands ofthe Print Business of NDML, thereby enhancing the value of Print Business of NDML and its ownbusiness in the interest of all the stake holders.

g. The Print Business of NDML has incurred sizeable losses in recent five years owing to significantcompetition in the market and high costs of newsprint and other input materials. Such losses havesignificantly eroded its net-worth, which was restored to current level with infusion of need basedfunds by the shareholders as equity capital with the objective that NDML remains a going concernand the employees of NDML, engaged in Print Business, are not put to any detrimental challengein regard to continuation of their jobs. The demerger is expected to ensure long term survival ofNDML’s Print Business, whereby all stakeholders shall benefit.

h. Government of Madhya Pradesh has, from time to time, framed and announced friendly and facilitativepolicies to promote and safeguard industrial and business activities in the state. The MadhyaPradesh Industrial Promotion Policy and its Work Plan, which currently is in vogue, proactivelyencourages establishment of new units, facilitates growth of the established units, and offersnumerous facilities, such as, among others, restriction on payment of stamp duty on instrumentsrelating to conveyance of properties on court approved schemes of mergers, amalgamations,arrangements involving sick or potentially sick units. Within the framework of such friendly andfacilitative policies, this Scheme aims to safeguard the Print Business of NDML from the loomingthreat of it becoming unviable and sick, and upon the Scheme’s approval by the High Courts, torevive it further.

17. Resolutions for Shareholders’ Approval:

The Resolutions to be submitted for approval of the Equity Shareholders of JPL, will read asfollows:

“RESOLVED THAT pursuant to the provisions of Sections 391 to 394 read with sections 78, 100 to 104and other applicable provisions, if any, of the Companies Act, 1956, and clause 30 of the Object clauseof Memorandum of Association of the Company and subject to requisite approvals, consents and sanctionsof the Hon’ble High Court of Judicature at Allahabad and/or Hon’ble High Court of Judicature at MadhyaPradesh at Indore, other regulatory authorities, if any, creditors and such other parties as may benecessary, the Scheme of Arrangement between the Jagran Prakashan Limited and Naidunia MediaLimited (NDML) and their respective shareholders and creditors, as placed before the meeting andinitialed by the Chairman for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT Mr Mahendra Mohan Gupta, Chairman and Managing Director; Mr. SanjayGupta, Chief Executive Officer; Mr. R.K. Agarwal, Chief Financial Officer and Mr. Amit Jaiswal, CompanySecretary be jointly and severally authorized to make such alterations, modifications, amendments orchanges in the Scheme as may be expedient or necessary for complying with any requirement(s) or

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condition(s) imposed by High Court of Judicature at Allahabad and/or High Court of Judicature at MadhyaPradesh at Indore and/or National Company Law Tribunal or any other appropriate / concerned authoritiesor as may otherwise be considered necessary or desirable for settling any question or doubt or difficultythat may arise for implementing and/ or carrying out the Scheme.

RESOLVED FURTHER THAT in relation to the Scheme and its implementation and with respect to all orany of the matters connected thereto, Mr Mahendra Mohan Gupta, Chairman and Managing Director;Mr. Sanjay Gupta, Chief Executive Officer; Mr. R.K. Agarwal, Chief Financial Officer and Mr. Amit Jaiswal,Company Secretary be and are hereby severally authorized to do all such acts, matters, deeds andthings as may be necessary or desirable for the purpose of giving effect to the Scheme of Arrangement.”

The following resolutions are proposed to be passed, with or without modification(s), as SpecialResolutions:

“RESOLVED THAT pursuant to the provisions of Sections 78, 100 to 104 and other applicable provisions,if any, of the Companies Act, 1956 and subject to the sanction of the Scheme of Arrangement (the“Scheme”) between Naidunia Media Limited and Jagran Prakashan Limited and their respectiveshareholders and creditors by the Hon’ble High Court of Judicature at Allahabad and by the Hon’ble HighCourt of Judicature at Madhya Pradesh at Indore under Sections 391 to 394 read with Sections 78, 100to 104 and other applicable provisions of the Companies Act, 1956, the consent of the shareholders ofthe Resulting Company be and is hereby accorded for reduction of the securities premium account ofthe Resulting Company including the securities premium recorded in the Resulting Company, pursuantto demerger of the Print Undertaking of the Demerged Company and its transfer into the ResultingCompany, in terms of the Scheme, upto an amount of Rs 10,00,00,000/- (Rupees Ten Crores Only).

RESOLVED FURTHER THAT the Board of Directors (which includes any Committee thereof) of theApplicant Company, be and is hereby authorized to do all acts, deeds and things as may be considerednecessary proper and expedient and settle any question or difficulty that may arise with regard toutilization of the securities premium account including passing such accounting entries and/or makingsuch other adjustments in the books of accounts as are considered necessary to give effect to thisresolution or to carry out such modifications/directions as may be ordered by the Hon’ble High Court ofJudicature at Allahabad and/or by the Hon’ble High Court of Judicature at Madhya Pradesh at Indoreand/or any other regulatory authority as may be applicable, to implement this Resolution.”

18. The salient features of the Scheme are as follows:

This Scheme inter alia provides for the demerger of the Print Business (as defined in the Scheme) ofNDML and transfer and vesting thereof into JPL including consequential or related matters integrallyconnected therewith.

I. For the sake of convenience, the Scheme has been divided into the following parts:

Part A dealing with definitions and share capital; Part B dealing with demerger of Print Business ofNDML and transfer and vesting thereof into JPL, Remaining Business and consequential or relatedmatters; and Part C dealing with other terms and conditions.

II. The salient feature of Part A of the Scheme are, inter alia, as under:

1. The Appointed Date for the Scheme is April 1, 2012;

2. Effective Date means last of the dates on which the last of the approvals as set out below areobtained:

• The requisite consent, approval or permission of the Central Government or any otherministry, statutory and / or regulatory authority, which by law may be necessary for theimplementation of this Scheme or any part thereof;

• Approval by the Stock Exchanges;

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• The approval of the requisite majority of the members and/or creditors of JPL and NDMLas may be directed by the High Courts or any other appropriate authority, as may beapplicable; and

• Filing of the certified / authenticated copies of the Orders of the High Courts underSection 391 to 394 read with sections 78, 100 to 104 of the Act sanctioning the Schemewith the Registrar of Companies, Uttar Pradesh and Registrar of Companies, MadhyaPradesh at their respective offices, as applicable.

III. The salient feature of Part B of the Scheme are, inter alia, as under:

1. Upon coming into effect of this Scheme and with effect from the Appointed Date, the PrintBusiness (including all the estate, assets including freehold and lease hold immovable assets,rights, claims, interests and ownership in titles for publication, title, interest and authoritiesincluding accretions and appurtenances of the Print Undertaking) pursuant to the provisionsof Sections 391 to 394 of the Act shall stand transferred to and vested in or deemed to betransferred to and vested in the Resulting Company, as a going concern without any furtheract, deed, matter or thing.

2. Any and all existing contracts, deeds, bonds, insurance policies, agreements and otherinstruments if any, of whatsoever nature relating to the Print Business and to which theDemerged Company is party and subsisting or having effect on the Effective Date, shall be infull force and effect in favour of the Resulting Company and may be enforced by or against theResulting Company as fully and effectually as if, instead of the Demerged Company, theResulting Company had been a party or beneficiary or obligee thereto, without any further actor deed.

3. Any statutory licenses, permissions, approvals, ownership of titles of publications and/orconsents held by the Demerged Company required to carry on operations of the Print Businessshall stand vested in or transferred to the Resulting Company without any further act or deedand shall be appropriately mutated, wherever required, by the statutory authorities or anyother person concerned therewith in favour of the Resulting Company.

4. All staff, workmen and employees of Print Business in the Demerged Company, in service onthe Effective Date shall be deemed to have become staff, workmen and employees of theResulting Company, with effect from the Appointed Date without any break in their service andon the basis of continuity of service, and the terms and conditions of their employment withthe Resulting Company shall not be less favourable than those applicable to them with referenceto the Demerged Company, in relation to the Print Business, on the Effective Date.

5. During the period between Appointed Date and up to an including the Effective Date, theDemerged Company shall undertake all the operations and business activities relating toPrint Business diligently and in accordance with clause 7 of the Scheme.

6. Upon the Scheme becoming effective and in consideration of the demerger, JPL shall, withoutany further application or deed, issue and allot 1000 equity shares of the face value of Rs 2/-each (hereinafter called the “New Equity Shares”) to shareholder(s) of NDML, holding fullypaid-up equity shares in NDML and whose names appear in the register of shareholders ofNDML, on the Record Date, his/her/its heirs, executors, administrators or the successors intitle as the case may be, in respect of every 11,176 equity shares (on rounded off basis) ofthe face value of Rs 10/- each fully paid-up held by her/him/it in NDML, resulting in JPLissuing 1,56,43,972 equity shares.

7. The New Equity Shares of JPL issued shall, subject to applicable regulations, be listed and/or admitted to trading on the BSE and NSE where the existing equity shares of the ResultingCompany are listed and/or admitted to trading and shall rank pari passu in all respects,including dividend, with the existing equity shares of JPL.

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8. On the Scheme becoming effective, the Transferor Company and the Transferee Companyshall respectively account for demerger in their books as set out in Clause 10.1 and 10.2 ofthe Scheme respectively.

IV. The salient feature of Part C of the Scheme are, inter alia, as under:

1. The Scheme is conditional upon and subject to the approvals and/or sanctions detailed out inClause 13 of the Scheme.

N.B. - The members are requested to read the entire text of the Scheme attached herewith to getfully acquainted with the provisions thereof. What is stated hereinabove, are brief salient featuresof the said Scheme.

19. JPL proposes to reorganize its capital under the Scheme whereby the difference between recorded valueof assets of Print Business in books of JPL over recorded value of liabilities of Print Business in booksof JPL and aggregate value of New Equity Shares issued, as provided in clause 10.2.3 of the Scheme aswell as certain costs and expenses in relation to the Scheme, as provided in clause 10.2.4 of theScheme shall be adjusted against the securities premium account of JPL. The application and reductionof securities premium account of JPL, as aforesaid, shall be effected as an integral part of the Scheme,without having to follow process under section 78 and read with sections 100 to 104 of the Act separately,as part of the Scheme and the order of the Hon’ble High Court of Judicature at Allahabad sanctioning theScheme shall be deemed to be also the order under section 102 of the Act confirming the reduction.Since the reduction would not involve either diminution of liability in respect of unpaid share capital orpayment of paid up capital and, therefore, the provisions of section 101 of the Act will not be applicableand consequently, only the passing of a separate resolution for approving the reduction of securitiespremium account of the Applicant Company in the meeting of the Equity Shareholders of the ApplicantCompany is required. Accordingly, it is proposed that a separate special resolution shall be tabled atthe meetings of the Applicant Company for approving the reduction of Securities Premium account of theApplicant Company.

20. This statement shall also be deemed to be an explanatory statement under Section 173 of the Act inrespect of the separate resolution sought to be passed as a special resolution under Section 100 of theAct as specified in the notice in relation to this explanatory statement.

21. The Scheme would not be prejudicial to the interests of the creditors (secured and unsecured) of eitherof the companies. The latest accounts of both the Demerged Company and the Resulting Companyindicate that they are in a solvent position and would be able to meet all liabilities as they arise in thecourse of the business. There is no likelihood that any secured or unsecured creditor of either of thecompanies would lose or be prejudiced as a result of the Scheme being passed, since no sacrifice orwaiver is at all called for from them nor are their rights sought to be modified in any manner. Hence, theScheme will not cast any additional burden on the shareholders or creditors of either of the companies,nor will it adversely affect the interest of any of the shareholders or creditors thereof.

22. The fair share issue ratio for the issue of equity shares of the Resulting Company to the equity shareholdersof the Demerged Company in consideration of demerger of Print Business of the Demerged Companyinto the Resulting Company was computed and recommended by Ernst & Young Pvt Ltd who hassubmitted the Report dated 30 June, 2012 containing its recommendations.

23. In terms of clause 24(h) of the listing agreement, SBI Capital Markets Limited, a Category – I merchantbanker, have given a fairness opinion certifying that the valuation done by the Valuer for determining theshare issue ratio is fair and reasonable.

24. The Board of Directors of the Resulting Company and the Demerged Company have, based on andrelying upon the aforesaid expert advice and on the basis of their independent evaluation and judgement,come to the conclusion that the proposed share issue ratio is fair and reasonable to the shareholders ofthe Demerged Company and the Resulting Company and have consequently accepted the said suggestedshare issue ratio. Accordingly, the Board of Directors of both Demerged Company and Resulting Company

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have at their meetings held on 30th June 2012 passed resolutions approving the share issue ratio underthe Scheme.

25. On the Scheme being approved as per the requirements of Section 391 of the Act, the DemergedCompany and the Resulting Company will seek the sanction of the Hon’ble High Court of Judicature atAllahabad and the Hon’ble High Court of Judicature at Madhya Pradesh at Indore to the Scheme, underSections 391 to 394 read with Sections 78, 100 to 104 and other applicable provisions of the CompaniesAct, 1956.

26. The Directors of NDML and JPL may be deemed to be concerned and/or interested in the proposedScheme to the extent of the shares that may be held by them or by the companies, firms, institutions ortrusts of which they are Directors, Partners, Members or Trustees in the Demerged Company or theResulting Company, as the case may be. None of the Directors of the Demerged Company and/or theResulting Company have any material interest in the Scheme except as shareholders to the extent,which will appear from the Register of Directors’ Shareholding maintained by the Demerged Companyand the Resulting Company.

27. The extent of the shareholding of the Directors of JPL in JPL and NDML, either singly or jointly, as onJune 30, 2012, is as under:

Name of the Directors No. of Equity Shares No. of Equity ofRs.2/- each in JPL Shares of Rs. 10/-

each in NDMLMr. Mahendra Mohan Gupta 125359 -Mr. Sanjay Gupta 53000 -Mr. Dhirendra Mohan Gupta 106000 -Mr. Sunil Gupta - -Mr. Shailesh Gupta - -Mr. Akhilesh Krishna Gupta - -Mr. Amit Dixit - -Mr. Bharat Ji Agrawal - -Mr. Devendra Mohan Gupta 106000 -Mr. Gavin K. O’Reilly - -Mr. Kishore Biyani - -Mr. Naresh Mohan - -Mr. Rajendra Kumar Jhunjhunwala 650 -Mr. Rashid Mirza - -Mr. Shailendra Mohan Gupta 63600 -Mr. Shashidhar Sinha - -Mr. Vijay Tandon - -Mr. Vikram Bakshi - -

28. The extent of the shareholding of the Directors of NDML in JPL and NDML, either singly or jointly, ason June 30, 2012, is as under:

Name of the Directors No. of Equity Shares No. of Equity ofRs.2/- each in JPL Shares of Rs. 10/-

each in NDMLMr. Sanjay Gupta 53000 -Mr. Naresh Mohan - -Mr. Shailesh Gupta - -Mr. Rajiv Singhi - -

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29. The pre and post arrangement (expected) shareholding pattern of the Demerged Company and theResulting Company is given herein below:

(i) DEMERGED COMPANY – PRE AND POST ARRANGEMENT

Sl. No. Name of the Shareholder Number of equity shares of Rs. 10 each

Pre-arrangement Post-arrangement

1 Suvi Info Management (Indore) Private Limited 17,48,40,062 17,48,40,062

There will be no change in the pre and post Scheme (expected) shareholding pattern of NDML.

(ii) RESULTING COMPANY – PRE ARRANGEMENT AS AT 30th JUNE 2012

Sl. No Description AS AT [30.06.2012 ]

Nos. Holding % to Equity1 Promoter & Promoter Group 10 188866814 59.72

Sub Total (A) 10 188866814 59.72 Foreign and Non Resident Holding

2 Foreign Institutional Investor 60 42674591 13.493 Non Residents 391 237635 0.08

Sub Total (B) 451 42912226 13.57 Banks/Mutual Funds/Indian

Financial Institutions4 Banks 3 10466 0.005 Mutual Funds 60 40951539 12.956 Financial Institutions 2 3093706 0.98

Sub Total (C) 65 44055711 13.93 Others

7 Private Corporate Bodies 887 24805255 7.848 Indian Public/HUF 43781 14925987 4.729 Trusts & Clearing Members 98 701864 0.22

Sub Total (D) 44766 40433106 12.78Grand Total (A+B+C+D) 45292 316267857 100%

Statement showing shareholding of persons belonging to the category “Promoter and Promoter Group”

Sl. No. Description Holding

YOGENDRA MOHAN GUPTA 106000MAHENDRA MOHAN GUPTA 125359DEVENDRA MOHAN GUPTA 106000DHIRENDRA MOHAN GUPTA 106000SHAILENDRA MOHAN GUPTA 63600SANJAY GUPTA 53000SANDEEP GUPTA 53000SIDDHARTHA GUPTA 21200RAJNI GUPTA 21200JAGRAN MEDIA NETWORK INVESTMENT PRIVATE LIMITED 188211455TOTAL 188866814

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(iii) RESULTING COMPANY – POST ARRANGEMENT

Sl. No Description Nos. Holding % to Equity1 Promoter & Promoter Group 11 204510786 61.62

Sub Total (A) 11 204510786 61.62 Foreign and Non Resident Holding

2 Foreign Institutional Investor 60 42674591 12.863 Non Residents 391 237635 0.07

Sub Total (B) 451 42912226 12.93 Banks/Mutual Funds/Indian

Financial Institutions4 Banks 3 10466 0.005 Mutual Funds 60 40951539 12.346 Financial Institutions 2 3093706 0.93

Sub Total (C) 65 44055711 13.27 Others

7 Private Corporate Bodies 887 24805255 7.478 Indian Public/HUF 43781 14925987 4.509 Trusts & Clearing Members 98 701864 0.21

Sub Total (D) 44766 40433106 12.18Grand Total (A+B+C+D) 45293 331911829 100%

Statement showing shareholding of persons belonging to the category “Promoter and Promoter Group”

Sl. No. Description Holding

YOGENDRA MOHAN GUPTA 106000

MAHENDRA MOHAN GUPTA 125359

DEVENDRA MOHAN GUPTA 106000

DHIRENDRA MOHAN GUPTA 106000

SHAILENDRA MOHAN GUPTA 63600

SANJAY GUPTA 53000

SANDEEP GUPTA 53000

SIDDHARTHA GUPTA 21200

RAJNI GUPTA 21200

JAGRAN MEDIA NETWORK INVESTMENT PRIVATE LIMITED 188211455

SUVI INFO MANAGEMENT (INDORE) PRIVATE LIMITED 15643972

TOTAL 204510786

30. No investigation proceedings have been instituted or are pending under Sections 235 to Section 251 ofthe Act against the Demerged Company or the Resulting Company.

31. There is no likelihood that any creditor of the Applicant Company would lose or be prejudiced as a resultof the Scheme being passed.

32. The rights and interests of the Members of the Applicant Company would not be prejudicially affected bythe Scheme.

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33. The financial position of JPL will not be adversely affected by the Scheme. The financial position of JPLwill continue to remain strong and it will be able to meet and pay its debts as and when they arise in thenormal course of business.

34. The Bombay Stock Exchange Limited by its letter dated August 24, 2012 and National Stock Exchangeof India Limited by its letter dated August 7, 2012 have granted their no-objection under clause 24(f) ofthe Listing Agreement to the said Scheme.

35. Inspection of the following documents may be had at the Registered Office of JPL at Jagran Building, 2Sarvodaya Nagar, Kanpur-208005 on all working days (except Saturdays) between 11.00 a.m. and 5.00p.m. upto the date of the Court Convened Meeting:

i. Memorandum and Articles of Association of JPL and NDML;

ii. Annual Reports of JPL for the financial years ended on 31st March 2009, 31st March 2010 , 31st

March 2011 and 31st March,2012 (audited accounts for the financial year ended 31st March 2012 aresubject to adoption by shareholders at the Annual General Meeting);

iii. Annual Reports of NDML for the financial years ended on 31st March 2009, 31st March 2010, 31st

March 2011 and 31st March, 2012;iv. Unaudited quarterly results of JPL for the period ended June 30, 2012;v. Certified copy of Order dated 6th day of September 2012 of the Hon’ble High Court of Judicature at

Allahabad passed in Company Application No. 12 of 2012 directing the convening of the meeting ofthe Equity Shareholders of JPL;

vi. Scheme of Arrangement;vii. Copy of the Valuation Report dated 30 June, 2012 of Ernst & Young Private Limited, Mumbai;viii. Copy of the Fairness Opinion dated 30 June, 2012 from SBI Capital Markets Limited;ix. Copy of the letter dated 24 August, 2012 received from the Bombay Stock Exchange Limited; andx. Copy of the letter dated 7 August, 2012 received from the National Stock Exchange of India Limited.

36. A copy of the Scheme, Explanatory Statement and Form of Proxy may be obtained from the RegisteredOffice of JPL at Jagran Building, 2 Sarvodaya Nagar, Kanpur-208005 and/or at the office of the AdvocateMr. Ritvik Upadhya, 4, Jawahar Lal Nehru Road, Allahabad.

Sd/-(P.N. Srivastava)

Chairman appointed for the meeting

Date: 11th day of September 2012

Registered Office:Jagran Building2 Sarvodaya NagarKanpur-208 005, Uttar Pradesh

Note: All alterations made in the form of proxy should be initialed.

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SCHEME OF ARRANGEMENTBETWEEN

NAIDUNIA MEDIA LIMITEDAND

JAGRAN PRAKASHAN LIMITEDAND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 391 TO 394 READ WITH SECTIONS 78,100 TO 104 OF THECOMPANIES ACT, 1956

PREAMBLE(A) Description of Companies

1. Jagran Prakashan Limited (“JPL”) is a public limited company incorporated on 18th July, 1975. The equityshares of JPL are listed on the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange ofIndia Limited (“NSE”). Its registered office is situated at Jagran Building, 2 Sarvodaya Nagar, Kanpur – 208005, Uttar Pradesh . JPL is engaged in the publication of newspapers, magazines, journals, outdoor advertisement,event management, value added services through mobile and maintaining and running various web portals.

2. Naidunia Media Limited (“NDML”) is a public limited company incorporated on 02nd April, 1996. The equityshares issued by NDML are not listed on any stock exchange. Its registered office is situated at 60/1, BabuLabh Chand Chhajlani Marg, Indore – 452 009, Madhya Pradesh.

3. NDML is engaged in the business of printing of newspapers and magazines in the state of Madhya Pradesh andChhattisgarh and certain other territories besides maintaining and running its web portal.

(B) Rationale and purpose of the Scheme1. The Board of Directors of NDML in due consultations and deliberations with the Board of Directors of JPL,

have decided to demerge the Print Business of NDML (as defined under clause 1.8 below), and have the sametransferred into and vested in JPL in view of the following key benefits:a. The Print Business has a similar major revenue stream to that of the print media business of JPL, i.e.

advertisement revenue. The strong marketing network of JPL across the country is expected to bringto the Print Business new advertisers and thus increase the advertisement revenue. Further, thereare number of other identified synergies such as procurement of newsprint, the key raw material,news gathering , sharing of physical infrastructure and management expertise to name a few. Thiswould facilitate seamless integration between the two businesses and foster the profitable growth ofthe two businesses.

b. JPL is expected to pass on the benefits of scale of economy to the Print Business which along withJPL is also expected to benefit from various other synergies between the two resulting in cost savings

c. The Print Business of NDML is likely to be in continuous need of funds in the foreseeable future.Since JPL has the capacity to generate cash flows on an ongoing basis, the fund requirement of thePrint business of NDML can be met post the proposed demerger.

d. Demerger of the Print Business would enable NDML to streamline its operations and to focus on otherbusinesses and explore strategic options to grow such businesses and to rationalize its management,businesses and finances.

e. JPL’s existing management expertise and quality system in the print media sector are expected tofurther enhance the performance of the Print Business on an overall basis.

f. The pan India presence of JPL through its various publication brands and the resources at itsdisposal will help in meeting more effectively the high intensity of competition in Madhya Pradesh and

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Chhattisgarh being faced by the Print Business and in rapid expansion of publication brands of thePrint Business of NDML, thereby enhancing the value of Print Business of NDML and its ownbusiness in the interest of all the stake holders.

g. The Print Business of NDML has incurred sizeable losses in recent five years owing to significantcompetition in the market and high costs of newsprint and other input materials. Such losses havesignificantly eroded its net-worth, which was restored to current level with infusion of need basedfunds by the shareholders as equity capital with the objective that NDML remains a going concernand the employees of NDML, engaged in Print Business, are not put to any detrimental challenge inregard to continuation of their jobs. The demerger is expected to ensure long term survival of NDML’sPrint Business, whereby all stakeholders shall benefit.

h. Government of Madhya Pradesh has, from time to time, framed and announced friendly and facilitativepolicies to promote and safeguard industrial and business activities in the state. The MadhyaPradesh Industrial Promotion Policy and its Work Plan, which currently is in vogue, proactivelyencourages establishment of new units, facilitates growth of the established units, and offers numerousfacilities, such as, among others, restriction on payment of stamp duty on instruments relating toconveyance of properties on court approved schemes of mergers, amalgamations, arrangementsinvolving sick or potentially sick units. Within the framework of such friendly and facilitative policies,this Scheme aims to safeguard the Print Business of NDML from the looming threat of it becomingunviable and sick, and upon the Scheme’s approval by the High Courts, to revive it further.

2. The respective board of directors feel that the Scheme is in the genuine business interest of JPL, NDML, theirrespective shareholders, creditors and the general public. Once approved and implemented, the Scheme shallenable both JPL and NDML to achieve and fulfil their objectives more efficiently and offer opportunities to themanagement of both the companies to vigorously pursue growth and expansion opportunities.

3. This Scheme accordingly, provides for the demerger of the Print Business of NDML and transfer and vestingthereof into JPL including consequential or related matters integrally connected therewith.

(C) Parts of the SchemeThe Scheme is divided into the following parts:1. Part A which deals with the definitions, and the share capital structure;2. Part B which deals with demerger of Print Business of NDML and transfer and vesting thereof into JPL ,

Remaining Business and consequential or related matters;3. Part C which deals with other terms and conditions.PART A – DEFINITIONS AND SHARE CAPITAL1. DEFINITIONS

In this Scheme (as defined hereinafter), unless inconsistent with the subject or context, the following expressionsshall have the meaning as mentioned herein below:

1.1. “Act” or “The Act” means the Companies Act, 1956, or any statutory modification or re-enactment thereof forthe time being in force.

1.2. “Appointed Date” means the 1st day of April 2012.1.3. “Board of Directors” in relation to NDML and JPL as the case may be, shall, unless it be repugnant to the

context or otherwise, includes a Committee of Directors or any person authorized by the Board of Directors orany person authorized by such Committee of Directors.

1.4. “Demerged Company” means Naidunia Media Limited (“NDML”), having its registered office at 60/1, BabuLabh Chand Chhajlani Marg, Indore – 452 009, Madhya Pradesh.

1.5. “Effective Date” means last of the dates on which the last of the approvals in clause 13 of the Scheme areobtained. Any references in the Scheme by the words “upon the Scheme becoming effective” or “effectivenessof the Scheme” shall mean the “Effective Date”.

1.6. “High Courts” means the Hon’ble High Court of Uttar Pradesh at Allahabad having jurisdiction in relation to theResulting Company and the Hon’ble High Court of Madhya Pradesh Bench at Indore having jurisdiction inrelation to the Demerged Company, or such other competent authority or the National Company Law Tribunal

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to whom this Scheme in its present form is submitted for sanction under Sections 78, 100-104 and sections 391– 394 of the Act.

1.7. “IT Act” means the Income-tax Act, 1961 including any statutory modifications, re-enactments or amendmentsthereof for the time being in force.

1.8. “Print Business” or “Print Undertaking” means the print media business of NDML and includes the undertakingcomprising of:

1.8.1. All assets (whether movable or immovable, real or personal, corporeal or incorporeal, present, future orcontingent, tangible or intangible) wherever situated and of whatever nature, required for carrying on thebusiness, activities and operations relating solely to the Print Business.

1.8.2. All present and future liabilities (including contingent liabilities) arising out of the activities or operations ofPrint Business, including loans, debts (whether secured or unsecured), current liabilities and provisions,duties and obligations solely relatable to the Print Business.

1.8.3. Without prejudice to the generality of the above, the Print Business shall include in particular:a. all properties of the Print Business wherever situated, including freehold and lease hold lands and

buildings (more particularly specified in SCHEDULE A hereto), all current and non-current assets,offices, furniture, fittings, office equipments, plant and machinery, leasehold improvements,transmission equipments and computers, monomoulds and matrices, vehicles, electrical installations,investments in shares and in partnership firms, inventories, stock in trade, accounts receivable,loans and advances, deposits, prepaid expenses, etc.

b. all permits, quotas, rights, entitlements, interests and ownership in publication titles, bids, tenders,letters of intent, expressions of interest, municipal and other statutory permissions (including electricityboard connections), NOCs including but not limited to those relating to environment , approvals,consents, contracts, lease agreements, leave & license agreements, licenses including licensesgranted by the regulatory / government authorities and other agencies, registrations, subsidies,concessions, broadcasting programs and content, exemptions, remissions, presentations, benefitsof insurance policies, tax deferrals, accumulated tax losses, unabsorbed tax depreciation, credit foradvance tax, tax deducted at source, unutilized deposits or credits, benefits under VAT / sales tax law,VAT / sales tax set-off, unutilized deposits or credits, any unutilized CENVAT, service tax credit,tenancies in relation to any office and/or residential property for employees, goodwill, intellectualproperty including titles along with all and any permissions, registrations, NOCs and agreementsrelating thereto , investment, cash balances, the benefit of any deposit, financial assets, funds belongingto or proposed to be utilised for the Print Business, bank balances and bank accounts relating to theday to day operations and specific to the working of the Print Business including fixed deposits,privileges, all other rights and benefits, lease rights, patents, trade marks, domain names, copyrights,trade name, brand names including but not limited to “NaiDunia”, “NavDunia”, “Yuva” and “SundayNaiDunia” and other intellectual property rights of any nature whatsoever and licenses/permissions/NOCs/ agreements in respect thereof, powers and facilities of every kind, nature and descriptionwhatsoever, rights to use and avail of telephone, telexes, facsimile connection and installations,utilities, power lines, electricity and other services, provisions, funds, benefits of all agreements,subsidies, grants and incentive schemes formulated by Central or State Government, if any, contractsand arrangements and all other interest in connection with or relating to the Print Business;

c. all records, returns, files, papers, computer programs, software, manuals, data, catalogues, quotations,sale and advertising materials, lists of present and former customers and suppliers, customer creditinformation, customer pricing information, and other records, whether in physical or electronic form inconnection with or relating to the Print Business;

d. all rights ,duties and obligations relatable to the Print Business; ande. all earnest moneys and/or security deposits, if any, paid or received by NDML in connection with or

relating to the Print Business.1.8.4. For the purpose of this Scheme, it is clarified that liabilities pertaining to the Print Business will mean:

a. the liabilities, which arise out of the activities or operations of the Print Business;

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b. specific loans and borrowings raised, incurred and utilised solely for the activities or operations of thePrint Business; and

c. liabilities other than those referred to in Clauses (a) and (b) above, being the amounts of general ormultipurpose borrowings of NDML, allocated to the Print Business in the same proportion which thevalue of the assets transferred under this Scheme bear to the total value of the assets of NDMLimmediately before the demerger.

1.8.5. All employees of NDML employed in the Print Business, as identified by the Board of Directors of NDML, as onthe Effective Date.

1.8.6. Any question that may arise as to whether a specified asset, liability or employee pertains or does not pertainto the Print Business or whether or not it arises out of the activities or operations of the Print Business shall bedecided by mutual agreement between the Board of Directors of NDML and JPL.

1.9. “Record Date” means the date to be fixed by the Board of Directors of NDML , in consultation with the board ofdirectors of JPL for the purpose of issue of shares of JPL to the shareholders of NDML on demerger of the PrintBusiness

1.10. “Remaining Business” means the business, assets and liabilities of the Demerged Company other than thePrint Business and includes all other business units, divisions and their respective assets, liabilities includingportion of general or multipurpose borrowings, contracts and employees not allocated to the Print Business ofNDML.

1.11. “Resulting Company” means Jagran Prakashan Limited (“JPL”) having its registered office at Jagran Building,2 Sarvodaya Nagar, Kanpur – 208 005, Uttar Pradesh.

1.12. “Scheme” or “the Scheme” or “this Scheme” means this Scheme of Arrangement in its present form, together withall the schedules and annexures, which shall form part of this Scheme of Arrangement for Demerger and shall besubmitted to the High Courts or with any modification(s) made under Clause 12 of this Scheme or the Schemewhich the High Courts may approve after submission with or without modifications/ amendments to the submittedscheme.

1.13. All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaningthereof, have the same meaning ascribed to them under the Act, the IT Act or any other applicable laws, rules,regulations, bye laws, as the case may be, including any statutory modification or re-enactment thereof fromtime to time.

2. DATE OF TAKING EFFECT AND OPERATIVE DATEThe Scheme set out herein in its present form or with any modification(s) approved or imposed or directed bythe High Court(s), unless otherwise specified in the Scheme, shall be operative from the Appointed Date butshall be effective from the Effective Date.

3. SHARE CAPITAL3.1. The Authorised, Issued, Subscribed and Paid-up share capital of NDML as per Balance Sheet dated March 31,

2012 is as under:Particulars RupeesAuthorised Capital200,000,000 Equity Shares of Rs 10 each 2,000,000,000TOTAL 2,000,000,000Issued, Subscribed and Paid-up Capital174,840,062 Equity Shares of Rs. 10 each fully paid-up 1,748,400,620TOTAL 1,748,400,620

Subsequent to the aforesaid Balance Sheet date, there is no change in the Authorised, Issued, Subscribed andPaid-up share capital of NDML.NDML is 100% subsidiary of Suvi Info Management (Indore) Private Limited (‘Suvi’). Suvi is 100% subsidiaryof JPL.NDML shall not, pending the sanction of this Scheme, make any change in its share capital structure either byissue of equity shares (rights issue, preferential issue or otherwise), bonus shares, convertible debentures,convertible instruments or by affecting any decrease, reduction, reclassification, sub-division or consolidation,

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re-organisation, or in any other manner, except as may be expressly permitted under this Scheme or as maybe required to give effect to the Scheme or without the prior written consent of the Resulting Company .

3.2. The Authorised, issued, subscribed and paid-up share capital of JPL as per Balance Sheet dated March 31,2012 is as under:Particulars RupeesAuthorised Capital375,000,000 Equity Shares of Rs 2 each 750,000,000TOTAL 750,000,000Issued, Subscribed and Paid-up Capital316,267,857 Equity Shares of Rs 2 each, fully paid-up 632,535,714TOTAL 632,535,714Subsequent to the aforesaid Balance Sheet date, there is no change in the Authorised, Issued, Subscribed andPaid-up share capital of JPL.

PART B – DEMERGER OF PRINT BUSINESS OF NDML4. TRANSFER AND VESTING OF PRINT BUSINESS OF THE DEMERGED COMPANY

Upon coming into effect of this Scheme and with effect from the Appointed Date, the Print Undertaking (includingall the estate, assets including freehold and lease hold immovable assets , rights, claims, interests andownership in titles for publication, title, interest and authorities including accretions and appurtenances of thePrint Undertaking) pursuant to the provisions of Sections 391 to 394 of the Act shall stand transferred to andvested in or deemed to be transferred to and vested in the Resulting Company, as a going concern without anyfurther act, deed, matter or thing in the following manner:

4.1 Assets4.1.1 The whole of the Print Undertaking shall without any further act, deed, matter or thing, stand transferred to and

vested in and / or be deemed to be transferred to and vested in the Resulting Company so as to vest in theResulting Company all rights, title and interest pertaining to the Print Undertaking;

4.1.2 All assets, investments, right, title or interest acquired or disposed of by the Print Undertaking after theAppointed Date but prior to the Effective Date in relation to the Print Business shall be deemed to have beenacquired or disposed of for and on account of the Resulting Company.

4.1.3 In respect of all the movable assets of NDML in relation to the Print Undertaking and the assets which areotherwise capable of transfer by physical delivery or endorsement and delivery, including cash in hand, shallbe so transferred to the Resulting Company and deemed to have been handed over by physical delivery or byendorsement and delivery, as the case may be, to the Resulting Company to the end and intent that the propertyand benefit therein passes to the Resulting Company with effect from the Appointed Date. Such delivery andtransfer shall be made on a date mutually agreed upon between NDML and the Resulting Company. To giveeffect to such transfer, NDML will do all such other acts, things as may be legally demanded by JPL.

4.1.4 All immovable properties (including land together with the buildings and structures standing thereon) of NDMLrelating to the Print Undertaking, whether freehold or leasehold and any documents of title, rights and easementsin relation thereto shall stand transferred to and be vested in and transferred to and/or be deemed to have beenand stand transferred to and vested in JPL, without any act or deed done by NDML or any other authority. JPLshall be entitled to exercise all rights and privileges and be liable to pay ground rent, taxes and fulfil obligations,in relation to or applicable to such immovable properties. The mutation / substitution of the title to the immovableproperties shall be made and duly recorded in the name of JPL by the appropriate authorities pursuant to thesanction of the Scheme by the Hon’ble High Courts and the Scheme becoming effective in accordance with theterms hereof.

4.2 Liabilities4.2.1 Upon coming into effect of this Scheme, all debts, liabilities, loans and obligations incurred, duties or obligations

of any kind, nature or description (including specified contingent liabilities) of the Demerged Company (as onthe Appointed Date) and relating to the Print Business including general and multipurpose borrowings dealtwith in accordance with the definition provided under Section 2(19AA) of the IT Act shall, without any further act

21

or deed, stand transferred to and vested in and be deemed to be transferred to and vested in the ResultingCompany to the extent that they are outstanding as on the Effective Date and on the same terms and conditionsas applicable to the Demerged Company, and shall become the debts, liabilities, loans, duties and obligationsof the Resulting Company which shall meet, discharge and satisfy the same. It shall not be necessary to obtainthe consent of any third party or other person who is a party to any contract or arrangement by virtue of whichsuch debts, liabilities, contingent liabilities, duties and obligations have arisen in order to give effect to theprovisions of this Clause.

4.2.2 Where any of the debts, loans raised and used, liabilities and obligations incurred, duties and obligations ofNMDL in relation to the Print Undertaking as on the Appointed Date deemed to be transferred to the ResultingCompany have been discharged by NMDL after the Appointed Date and prior to the Effective Date, suchdischarge shall be deemed to have been for and on account of the Resulting Company;

4.2.3 All loans raised and used and all liabilities and obligations incurred by NMDL for the operations of the PrintUndertaking after the Appointed Date and prior to the Effective Date shall, subject to the terms of this Schemeand to the extent they are outstanding on the Effective Date, also without any further act or deed be and standtransferred to and be deemed to be transferred to the Resulting Company and shall become the debts, liabilities,duties and obligations of the Resulting Company which shall meet, discharge and satisfy the same.

4.3 Contracts, Deeds and Other Instruments4.3.1 Notwithstanding anything contrary contained in this Scheme, any and all existing contracts, deeds, bonds,

insurance policies, agreements and other instruments if any, of whatsoever nature relating to the Print Businessand to which the Demerged Company is party and subsisting or having effect on the Effective Date, shall be infull force and effect in favour of the Resulting Company and may be enforced by or against the ResultingCompany as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been aparty or beneficiary or obligee thereto, without any further act or deed.

4.3.2 The Resulting Company shall enter into and/or issue and/or execute deeds, writings or confirmations or enterinto any tripartite arrangements, confirmations or novations, to which the Demerged Company will, if necessary,also be party in order to give formal effect to the provisions of this Scheme, if so required or becomesnecessary. The Resulting Company shall be deemed to be authorised to execute any such deeds, writings orconfirmations on behalf of the Demerged Company and to implement or carry out all formalities required on thepart of the Demerged Company to give effect to the provisions of this Scheme without needing any consent fromNDML.

4.3.3 Even after this Scheme becomes effective, the Resulting Company shall, as its own right, be entitled to realiseall monies and complete and enforce all pending contracts and transactions in respect of the Print Business inthe name of the Demerged Company, in so far as may be necessary, until the transfer of rights and obligationsof the Demerged Company to the Resulting Company under this Scheme is formally accepted by the thirdparties.

4.4 Licences, permissions and Titles of publications:Any statutory licenses, permissions, approvals, ownership of titles of publications and/or consents held by theDemerged Company required to carry on operations of the Print Business shall stand vested in or transferredto the Resulting Company without any further act or deed and shall be appropriately mutated, whereverrequired, by the statutory authorities or any other person concerned therewith in favour of the ResultingCompany.The benefit of all statutory and regulatory permissions, environmental approvals and consents, licenses,approvals and consents including the statutory licenses, permissions or approvals or consents required tocarry on the operations of the Print Business shall vest in and become available to the Resulting Companypursuant to the Scheme coming into effect. Any no-objection certificates, licenses, permissions, consents,approvals, authorisations, registrations or statutory rights as are jointly held by the Print Business and anyother division of the Demerged Company shall be deemed to constitute separate licenses, permissions, no-objection certificates, consents, approvals, authorities, registrations or statutory rights and the relevant orconcerned statutory authorities and licensors shall endorse and/or mutate or record the separation, upon thefiling of the Scheme as sanctioned with such authorities and licensors after the same becomes effective, so asto facilitate the continuation of operations of the Print Business in the Resulting Company without any let orhindrance from the Effective Date.

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4.5 Intellectual Property RightsAll the Intellectual Property of Demerged Company in relation to the Print Undertaking including (i) all rights,title, and interest under any statute or under common law including patents; trademarks and service marks;ownership of specific titles of publication, copyrights including moral rights or under any contract/agreement;and any similar rights in respect of Assets, anywhere in the world, whether negotiable or not; (ii) applicationsfor any of the foregoing and the right to apply for them in any part of the world; (iii) right to obtain and holdappropriate registrations with respect to the Assets, (iv) all extensions and renewals thereof; and (v) causes ofaction in the past, present or future, related thereto including the rights to damages and profits, due or accrued,arising out of past, present or future infringements or violations thereof and the right to sue for and recover thesame, shall without any further act, instrument or deed, be and stand transferred to and vested in and bedeemed to have been transferred to and vested in the Resulting Company upon the coming into effect of thisScheme pursuant to the provisions of Sections 391 to 394 read with sections 78, 100 to 104of the Act.

4.6 Staff, Workmen & Employees4.6.1 All staff, workmen and employees of Print Business in the Demerged Company, in service on the Effective Date

shall be deemed to have become staff, workmen and employees of the Resulting Company, with effect from theAppointed Date without any break in their service and on the basis of continuity of service, and the terms andconditions of their employment with the Resulting Company shall not be less favourable than those applicable tothem with reference to the Demerged Company, in relation to the Print Business, on the Effective Date. Anyquestion that may arise as to whether any staff, workman or employee belongs to or does not belong to the PrintBusiness or the Remaining Business of the Demerged Company, shall be decided by Board of Directors of theDemerged Company.

4.6.2 It is expressly provided that, on the Scheme becoming effective the provident fund, gratuity fund, superannuationfund or any other special fund or trusts created or existing or policies subscribed for the benefit of the staff,workmen and employees of the Demerged Company, in relation to the Print Business, shall become the trusts/funds of the Resulting Company for all purposes whatsoever in relation to the administration or operation ofsuch fund or funds or in relation to the obligation to make contributions to the said fund or funds in accordancewith the provisions thereof as per the terms provided in the respective trust deeds, if any, to the end and intentthat all rights, duties, powers and obligations of the Demerged Company, in connection with the Print Business,relating to such fund or funds shall become those of the Resulting Company. It is clarified that the services ofthe staff, workmen and employees of the Demerged Company, in relation to the Print Business, will be treatedas having been continuous for the purpose of the said fund or funds.

4.7 Legal and Other Proceedings4.7.1 All legal and other proceedings, including those before any statutory or quasi-judicial authority or tribunal of

whatsoever nature by or against the Demerged Company pending and/or arising at the Appointed Date andrelating to the Print Business, shall be continued and enforced or defended by or against the ResultingCompany only, to the exclusion of the Demerged Company in the manner and to the same extent as would havebeen continued and enforced by or against the Demerged Company. On and from the Effective Date, theResulting Company shall and may, if required, initiate any legal proceedings in relation to the Print Business.

4.7.2 In the event that the legal proceedings referred to above, require the Demerged Company and the ResultingCompany to be jointly treated as parties thereto, the Resulting Company shall be added as party to suchproceedings and shall prosecute or defend such proceedings in co-operation with the Demerged Company. Inthe event of any difference or difficulty in determining whether any specific legal or other proceeding relates tothe Print Business or not, the decision of the Board of Directors of the Demerged Company as to whether suchproceeding relates to the Print Business or not, shall be conclusive evidence of the relationship with PrintBusiness.

4.7.3 It is clarified that after the Appointed Date, in case the proceedings referred above, cannot be transferred for anyreason, the Demerged Company shall prosecute or defend the same at the cost of the Resulting Company, andthe Resulting Company shall reimburse, indemnify and hold harmless the Demerged Company against allliabilities and obligations incurred by the Demerged Company in respect thereof.

4.8 Taxes4.8.1 It is clarified that all the taxes and duties payable by the Demerged Company, relating to the Print Business,

from the Appointed Date onwards including all advance tax payments, tax deducted at source, tax liabilities or

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any refund and claims shall, for all purposes, be treated as advance tax payments, tax deducted at source, taxliabilities or refunds and claims of the Resulting Company. Accordingly, upon the Scheme becoming effective,pursuant to the provisions of this Scheme, the Demerged Company is expressly permitted to file or revise , asthe case may be, ,their returns and the Resulting Company is expressly permitted to file or revise ,as the casemay be, its income tax returns including tax deducted at source certificates, sales tax/value added tax returns,excise returns, service tax returns and other tax returns, and to claim refunds/credits.

4.8.2 Without prejudice to the generality of the above, all benefits, incentives, accumulated and carried forwardlosses, accumulated and unabsorbed depreciation, credits (including, without limitation income tax, servicetax, central sales tax, applicable state value added tax etc.) to which the Print Undertaking is entitled to in termsof applicable laws, shall be available to and vest in Resulting Company, upon this Scheme coming into effect.

4.9 Upon coming into effect of this Scheme, to the extent that there are inter-company loans, advances, debtors /receivables, creditors / payables, deposits, balances or other obligations, including interest accrued, if any, inrelation to the Print Business, from the Appointed Date, the obligations in respect thereof between the DemergedCompany and the Resulting Company shall come to an end.

4.10 This Scheme has been drawn up ensuring compliance with the conditions relating to “Demerger” as definedunder Section 2(19AA) of the IT Act . If any term(s) or provision(s) of the Scheme is/are found inconsistent withthe provisions of Section 2(19AA) of IT Act, the provisions of Section 2 (19AA) of the IT Act shall prevail andthe Scheme shall stand modified to the extent necessary to comply with the definition so provided in Section2(19AA) of the IT Act; such modification shall not affect other parts of the Scheme.

5 SECURITY5.1 The transfer and vesting of the Print Business under Clause 4 shall be subject to the existing securities,

charges, mortgages and other encumbrances if any, subsisting over or in respect of the property and assets orany part thereof relatable to Print Business to the extent such securities, charges, mortgages, encumbrancesare created to secure the liabilities forming part of the Print Business.

5.2 It is clarified that unless otherwise determined by the Board of Directors of the Resulting Company, in so far asthe assets of the Demerged Company, are concerned the security or charge relating to loans, debentures orborrowings of the Demerged Company, in relation to the Print Business, shall without any further act or deedcontinue to relate to the said assets after the Effective Date and shall not relate to or be available as securityin relation to the borrowings of the Remaining Business of the Demerged Company.

5.3 It is further clarified that the assets of the Remaining Business of Demerged Company shall not relate to or beavailable as security in relation to any borrowings in relation to the Print Business in the Resulting Companypost the proposed demerger.

6 SAVING OF CONCLUDED TRANSACTIONS6.1 The transfer of Print Business as above and the continuance of proceedings by or against the Demerged

Company in relation to the Print Business , shall not affect any transaction or proceedings already concludedon or after the Appointed Date till the Effective Date, to the end and intent that the Resulting Company, acceptsand adopts all acts, deeds and things done and executed by the Demerged Company, in relation to the PrintBusiness or in respect thereto as done and executed on behalf of the Resulting Company.

7 CONDUCT OF BUSINESS UNTIL EFFECTIVE DATEDuring the period between the Appointed Date and the Effective Date:

7.1 The Demerged Company shall carry on and be deemed to have carried on business and activities in relationto the Print Business, and shall hold and deal with all assets and properties and stand possessed of all rights,title, interest and authorities of the Print Business, for and on account of and in trust for the Resulting Company.

7.2 Any income or profit accruing or arising to the Demerged Company in relation to the Print Business and allcosts, charges, expenses and losses, arising or incurred by the Demerged Company in relation to the PrintBusiness shall for all purposes including but not limited to for tax purposes be treated as the income, profits,costs, charges, expenses and losses, as the case may be, of the Resulting Company.

7.3 The Demerged Company shall not utilise the profits or income, if any, relating to the Print Business for thepurpose of declaring or paying any dividend or for any other purpose in respect of the period from and after theAppointed Date, without the prior written consent of the Resulting Company.

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7.4 The Demerged Company shall carry on Print Business with reasonable diligence and prudence, in the ordinarycourse of business, and the Demerged Company shall not, in any material respect, alter or expand PrintBusiness, other than such alterations or expansions as have already been commenced, except with the priorwritten consent of the Resulting Company and shall not undertake any additional financial commitments of anynature whatsoever, borrow any amounts or incur any other liabilities or expenditure, issue any additionalguarantees, indemnities, letters of comfort or commitment either for itself or on behalf of its group companiesor any third party, or sell, transfer, alienate, charge, mortgage or encumber or deal with the Print Business, saveand except, in each case, in the following circumstances:(i) if the same is in the ordinary course of business; or(ii) if the same is expressly permitted by this Scheme; or(iii) if the written consent of the Resulting Company, has been obtained.

7.5 The Demerged Company shall not vary or alter, except in the ordinary course of its business, the terms andconditions of employment of any of its employees in relation to the Print Business.

7.6 The Demerged Company shall, pending the sanction of the Scheme by the High Courts, apply to the CentralGovernment or any State Government and all other ministries, agencies, departments and authorities concernedas are necessary under any law for such consents, approvals and sanctions which the Resulting Companymay require to own and carry on the Print Business.

8 REMAINING BUSINESS8.1 The Remaining Business of NMDL and all assets, liabilities, incentives, rights and obligations pertaining

thereto, shall continue to be vested in and managed by NMDL in the manner as provided below.8.2 All legal and other proceedings including any insurance claims by or against NMDL under any statute, whether

pending on the Appointed Date or which may be instituted in future, whether or not in respect of any matterarising before the Effective Date and relating to the Remaining Business of NMDL (including those relating toany property, right, power, liability, obligation or duty, of NMDL in respect of the Remaining Business of NMDL)shall be continued and enforced by or against NMDL.

8.3 NMDL shall be deemed to have been carrying on all business and activities relating to the Remaining Businessfor and on its own behalf.

8.4 NMDL may enter into such contracts as NMDL may deem necessary in respect of the Remaining Business.8.5 All profits accruing to NMDL thereon or losses arising or incurred by it relating to the Remaining Business of

NMDL shall, for all purposes, be treated as the profit, or losses, as the case may be, of NMDL.8.6 All assets and properties acquired by NMDL in relation to the Remaining Business on and after the Appointed

Date shall belong to and continue to remain vested in NMDL.8.7 All liabilities (including contingent liabilities) loans, debts (whether secured or unsecured) raised or incurred,

duties and obligations of every kind, nature and description whatsoever and howsoever arising or accruing inrelation to the Remaining Business shall belong to and continue to remain vested in NMDL.

9 ISSUE OF SHARES BY JPLUpon the Scheme coming into effect and in consideration of the transfer of and vesting of the undertaking of thePrint Business in the Resulting Company in terms of the Scheme:

9.1 JPL shall, without any further application or deed, issue and allot 1000 equity shares of the face value of Rs 2/- each (hereinafter called the “New Equity Shares”) to shareholder(s) of NDML, holding fully paid-up equityshares in NDML and whose names appear in the register of shareholders of NDML, on the Record Date, his/her/its heirs, executors, administrators or the successors in title as the case may be, in respect of every 11,176equity shares (on rounded off basis) of the face value of Rs 10/- each fully paid-up held by her/him/it in NDML,resulting in JPL issuing 1,56,43,972 equity shares.

9.2 The New Equity Shares in JPL to be issued to the shareholders of NDML pursuant to Clause 9.1 above shallbe subject to the Memorandum and Articles of Association of JPL and shall rank pari passu in all respects,including dividend, with the existing equity shares of JPL.

9.3 The issue and allotment of equity shares of JPL under the provisions of this Scheme to the equity shareholdersof NDML will be made subject to receipt of required approvals of statutory and governmental authorities andministries.

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9.4 Upon this Scheme becoming effective, the Board of Directors of NDML, in consultation with the board ofdirectors of JPL shall determine the Record Date, which shall be later than the Effective Date, for issue andallotment of its fully paid-up equity shares to the equity shareholders of NDML. On determination of the RecordDate, NDML shall provide to JPL, the list of equity shareholders of NDML as on the Record Date who areentitled to receive fully paid-up equity shares of JPL in terms of this Scheme in order to enable JPL to issue andallot such fully paid-up equity shares of JPL in terms of this Scheme.

9.5 In respect of the Equity Shares in the Demerged Company already held in dematerialised form, the EquityShares to be issued by the Resulting Company in lieu thereof shall also be issued in dematerialised form withthe shares being credited to the existing depository accounts of the members of the Demerged Companyentitled thereto. In respect of the Equity Shares in the Demerged Company held in physical form, each memberof the Demerged Company holding such shares shall have the option, to be exercised by way of giving a noticeto the Resulting Company on or before the Record Date, to receive the Equity Shares of the Resulting Companyin dematerialised form. In the event that such notice has not been received by the Resulting Company inrespect of any member, the Equity Shares of the Resulting Company shall be issued to such members inphysical form.

9.6 The issue and allotment of New Equity Shares in the Resulting Company to the shareholders of the DemergedCompany as provided in the Scheme as an integral part thereof, shall be deemed to have been carried out asif the procedure laid down under Section 81(1A) and any other applicable provisions of the Act were dulycomplied with.

9.7 The New Equity Shares of JPL issued in terms of Clause 9.1 above shall, subject to applicable regulations, belisted and/or admitted to trading on the BSE and NSE where the existing equity shares of the ResultingCompany are listed and/or admitted to trading.

9.8 The equity shares of the JPL are listed and admitted to trading on the BSE and NSE. JPL shall enter into sucharrangements and give such confirmations and/or undertakings as may be necessary in accordance with theapplicable laws or regulations for complying with the formalities of the Stock Exchanges with respect to theissue of equity shares under this Scheme. On such formalities being fulfilled, the Stock Exchanges shall listand/or admit such equity shares issued pursuant to this Scheme, for the purpose of trading. The equity sharesallotted pursuant to Clause 9.1 shall remain frozen in the depositories system till listing /trading permission isgiven by the Stock Exchanges, respectively and shall be subject to such lock-in as may be prescribed by theStock Exchanges and/or other Governmental Authorities.

10 ACCOUNTING TREATMENTWith effect from the Appointed Date:

10.1 Accounting treatment - In the books of NDML10.1.1 The assets and liabilities of the Print Undertaking being transferred to the Resulting Company shall be at

values appearing in the books of accounts of NDML on the Appointed Date;

10.1.2 The difference between the amount of assets and liabilities so transferred in accordance with the aforesaidclause will be adjusted / recorded in the securities premium account directly in the Balance Sheet of NDML.

10.1.3 The adjustment of the Securities Premium Account in Clause 10.1.2 above, shall be effected in terms of thisScheme and in accordance with the provisions of Sections 78, 100 to 104 of the Act and as the same does notinvolve either diminution of liability in respect of unpaid share capital or payment to any shareholder of anypaid-up share capital, the provisions of Section 101 of the Act are not applicable. However the order of the HighCourt sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming thereduction.

10.1.4 Notwithstanding the reduction as mentioned above, the Demerged Company shall not be required to add “andreduced” as a suffix to its name and shall continue in its existing name.

10.2 Accounting Treatment - In the books of JPL10.2.1 The Resulting Company shall record the assets and liabilities (including receivables and payables) of the Print

Business vested in it in accordance with Clause 4 of the Scheme, at their respective values (ignoring revaluation,if any), as appearing in the books of account of the Demerged Company at the close of the business of the dayimmediately preceding the Appointed Date.

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10.2.2 The Resulting Company shall credit the aggregate face value of the New Equity Shares of the ResultingCompany issued by it to the shareholders of the Demerged Company pursuant to this Scheme to the ShareCapital Account in its books of account.

10.2.3 The difference between the aggregate of the recorded value of assets of the Print Business in the books ofaccounts of the Resulting Company over the aggregate of the recorded value of the liabilities of the PrintBusiness in the books of accounts of the Resulting Company (ie net assets of the Print Business) and theaggregate face value of the New Equity Shares allotted by the Resulting Company under Clause 9.1 shall beadjusted / recorded in the Securities Premium account directly in the Balance Sheet of JPL.

10.2.4 Expenses incurred in connection with the Scheme and to put it into operation and any other expenses orcharges attributable to the implementation of the Scheme (including but not limited to share issue expenses,stamp duty, re-registration expenses, shareholders / Creditors meeting expenses , legal and advisory fees)shall be written-off against Securities Premium account.

10.2.5 The adjustment of the Securities Premium Account in Clauses 10.2.3 and 10.2.4 above, shall be effected interms of this Scheme and in accordance with the provisions of Sections 78, 100 to 104 of the Act and as thesame does not involve either diminution of liability in respect of unpaid share capital or payment to anyshareholder of any paid-up share capital, the provisions of Section 101 of the Act are not applicable. Howeverthe order of the High Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Actconfirming the reduction.

10.2.6 Notwithstanding the reduction as mentioned above, the Resulting Company shall not be required to add “andreduced” as a suffix to its name and shall continue in its existing name.

10.2.7 Notwithstanding that JPL follows cash method of accounting for tax purposes:

(i) Any collections pertaining to receivables and any payments pertaining to payables of Print businessof NDML, recorded at book value pursuant to clause 10.2.1, shall be adjusted against such receivables/ payables shall not be treated as income / expense in the hands of JPL.

(ii) Any write off / write back pertaining to such receivables / payables shall be treated as an allowableexpense / income in the hands of JPL.

PART C - OTHER TERMS AND CONDITIONS11 APPLICATION TO THE HIGH COURTS11.1 NDML shall make applications / petitions under Sections 391 to 394 read with sections 78, 100 to 104 and other

applicable provisions of the Act to the High Court of Madhya Pradesh for sanction of this Scheme. JPL shallmake applications / petitions under Sections 391 to 394 read with sections 78, 100 to 104 and other applicableprovisions of the Act to the High Court of Uttar Pradesh.

11.2 Any dispute arising out of this Scheme shall be subject to the jurisdiction of the respective Courts.

12 MODIFICATION/AMENDMENT TO THE SCHEME12.1 NDML (by its Board of Directors) and JPL (by its Board of Directors) in their full and absolute discretion may

assent to any modification(s) or amendment(s) in this Scheme which the High Courts or such other appropriateauthority and/or any other authorities may deem fit to direct or impose or which may otherwise be considerednecessary or desirable for settling any question or doubt or difficulty that may arise for implementing and/orcarrying out the Scheme.

12.2 NDML (by its Board of Directors) and JPL (by its Board of Directors) are hereby authorised to give assent toany modification(s) or amendment(s) in the Scheme which may be considered necessary or desirable for anyreason whatsoever and the implementation of the Scheme shall not get adversely affected as a result ofacceptance of any such modification(s) or amendment(s) by the Board of Directors of NDML or JPL, who arehereby authorised to take such steps and to do all acts, deeds and things as may be necessary, desirable orproper to give effect to this Scheme and to resolve any doubt, difficulties or questions howsoever arising out of,under or by virtue of this Scheme and/or any matters concerning or connected therewith.

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13 CONDITIONALITY AND EFFECTIVENESS OF THE SCHEMEThis Scheme is and shall be conditional upon and subject to:

13.1 The requisite consent, approval or permission of the Central Government or any other ministry, statutory and/ or regulatory authority, which by law may be necessary for the implementation of this Scheme or any partthereof.

13.2 The Scheme being approved by the Stock Exchanges.

13.3 The approval of the requisite majority of the members and/or creditors of JPL and NDML as may be directed bythe High Courts or any other appropriate authority, as may be applicable.

13.4 The certified / authenticated copies of the Orders of the High Courts under Section 391 to 394 read withsections 78, 100 to 104 of the Act sanctioning the Scheme are filed with the Registrar of Companies UttarPradesh and Registrar of Companies Madhya Pradesh at their respective offices, as applicable.

14 REVOCATION AND SEVERABILITY14.1 In the event of any of the said sanctions and approvals referred to in Clause 13 not being obtained and/or

complied with and/or satisfied and/or this Scheme not being sanctioned by the High Courts or such otherappropriate authority and/or order or orders not being passed as aforesaid before 31 March, 2013 or such otherdate as may be mutually agreed upon by the respective Board of Directors of NDML and JPL who are herebyempowered and authorised to agree to and extend the aforesaid period from time to time without any limitationsin exercise of their powers through and by their respective delegate(s), this Scheme shall stand revoked,cancelled and be of no effect.

14.2 In the event of revocation under Clause 14.1 above, no rights and liabilities whatsoever shall accrue to or beincurred inter se to NDML and JPL, their respective shareholders or creditors or employees or any otherperson save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as toany right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed andbe preserved or worked out in accordance with the applicable law and in such case, JPL shall bear all costs.

14.3 If any part of this Scheme hereof is invalid, ruled illegal by any Courts of competent jurisdiction, or unenforceableunder present or future laws, then it is the intention of the parties that such part shall be severable from theremainder of the Scheme, and the Scheme shall not be affected thereby, unless the deletion of such part shallcause this Scheme to become materially adverse to any party, in which case the parties shall attempt to bringabout a modification in the Scheme, as will best preserve for the parties the benefits and obligations of theScheme, including but not limited to such part.

14.4 The Board of Directors of NDML and JPL shall be entitled to revoke, cancel and declare the Scheme of no effectif they are of view that the coming into effect of the Scheme could have adverse implications on NDML and/orJPL.

14.5 NDML and JPL shall be at liberty to withdraw from this Scheme, in case any condition or alteration imposed bythe High Courts or any other authority is not on terms acceptable to them.

15 COSTS, CHARGES & EXPENSES

15.1 All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwiseagreed) of JPL and NDML arising out of, or incurred in carrying out and implementing this Scheme and mattersincidental thereto, shall be borne by JPL.

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SCHEDULE ALIST OF LAND AND BUILDING

S.No. Property and Address

A. Free Hold Land

1 Land and Building constructed on it at 60/1, Babu Labh Chand Chhajlani Marg, Indore, M.P.

2 Land and Building constructed on it at Kedarpur, Shivpuri Link Road, Gwalior. M.P.

B. Lease Hold Land

1 Land and Building constructed for plant at Plot No. 1, Indl. Area, Rangwasa, Indore M.P.

2 Land and Building constructed for plant at Plot No. 23/4 & 23/5, Sector D, Industrial Area,Govindpura, Bhopal M.P.

3 Land at Gram Mahalgaon Survey 1195,Jhansi Road Colony, Gwalior. M.P.

4 Land and Building constructed for plant at 47/3, Bhanpuri Indl. Area, Urkura Raipur C.G.

5 Land at Plot No. 1/1 Rajbandha Maidan, Raipur C.G

6 Land at Plot No.90, Industrial estate, Richhai, Jabalpur M.P.

7 Land at Plot No.12, 13 & 14, In Front of BEC Fertilizer, Industrial Area, Sirgitti, Bilaspur C.G.

8 Land and Building constructed for Plant and Office at Plot No.51, Nagjhiri Auddhoyog Puri,Dewas Road, Ujjain M.P.

29

IN THE HIGH COURT OF JUDICATURE AT ALLAHABADORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY APPLICATION NO. 12 OF 2012

In the matter of the Companies Act,1956;

AND

In the matter of Scheme of Arrangement Between Naidunia MediaLimited (‘NDML’ or ‘Demerged Company’) AND JagranPrakashan Limited (‘JPL’ or ‘Resulting Company’ or ‘ApplicantCompany’) and their respective shareholders and creditors(Undersections 391 to 394 read with sections 78, 100 to 104 of theCompanies Act, 1956)

JAGRAN PRAKASHAN LIMITED,a company registered under theCompanies Act, 1956 and having itsregistered office at Jagran Building,2 Sarvodaya Nagar, Kanpur – 208 005in the state of Uttar Pradesh Applicant Company

FORM OF PROXY

I/We, the undersigned, being the Equity Shareholder(s) of Jagran Prakashan Limited (the ‘Applicant Company’ or

‘Resulting Company’) do hereby appoint ……………………….................................……… of …………………….............

and failing him/her, ...........………………………… of …………............................................…………….., as my/our proxy,

to act for me/us at the Court convened meeting of Equity Shareholders to be held at Jalsa Banquet Hall, 4th Floor,Rave@Moti, Mall, 117/K/13, Gutaiya, Kanpur Uttar Pradesh on Saturday, the 13th day of October 2012, at 11.00 A.M.,for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Schemeof Arrangement, which inter alia provides for: (i) the demerger of Print Business of Naidunia Media Limited (the‘Demerged Company’) into Jagran Prakashan Limited (the ‘Resulting Company’); and (ii) the reduction of securities

premium of the Demerged Company and the Resulting Company (hereinafter referred to as the “Scheme”) and at

such meeting and any adjournment thereof, to vote, for me/us and in my/our name/s ..............................................................

(here, if “for”, insert “for”, if “against”, insert “against” and in the latter case, strike out the words “either with or withoutmodification(s)” after the word “Scheme” below) the said Arrangement embodied in the Scheme either with orwithout modification(s) as my/our proxy may approve.

Dated this ____________ day of ______, 2012

Signature across the stampFolio No (for physical holding): _______________ Client ID: ____________________

DP ID (for Demat holding): ___________________ No. of Shares held: ___________

Name: ____________________________________________

Address: ____________________________________________

____________________________________________

Signature of Sole Holder / First Holder : _______________________________________

Second Holder : _______________________________________

Third Holder : _______________________________________

Affix Re 1/-Revenue

Stamp

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NOTES:

1. Please affix Re. 1/- Revenue Stamp before putting signature.

2. Proxy must be deposited at the Registered Office of Jagran Prakashan Limited, not later than 48 hoursbefore the time scheduled / fixed for the said meeting.

3. In case of multiple proxies, the proxy later in time shall be accepted.

4. Proxy need not be a member

5. Strike out which is not necessary

6. Alterations, if any, made in the Form of Proxy should be initialed.

31

Jagran Prakashan LimitedRegistered Office: Jagran Building, 2 Sarvodaya Nagar, Kanpur – 208 005

Tel : +91-512-2216161 ; Fax : +91-512-2230625Website : www.jplcorp.in ; Email : investor@jagran.com

ATTENDANCE SLIP

Please complete this Attendance Slip and hand it over at the entrance of the meeting hall

Folio No. No. of Shares held

DP ID* Client ID*

Name and Address of the Equity Shareholder(s) (in Block Letters):

………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

Name and Address of the Proxyholder (in Block Letters, to be filled-in by the proxy attending instead of theEquity Shareholder):

………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

I hereby record my presence at the Court convened meeting, convened pursuant to the Order dated 6th

September 2012 of the Hon’ble High Court of Judicature at Allahabad of the Equity Shareholders of theCompany on Saturday, the 13th day of October, 2012 at 11:00 A.M. at Jalsa Banquet Hall, 4th Floor, Rave@Moti,Mall, 117/K/13, Gutaiya, Kanpur in the state of Uttar Pradesh.

Signature of the Equity Shareholder or Proxy:

……………….....…………..........…………………………..........

* Applicable for shareholders holding share(s) in dematerialized form

Notes:

1. Equity Shareholders are requested to bring the Attendance Slip with them when they come to themeeting and hand it over at the gate after affixing their signature on it.

2. Equity Shareholders who come to attend the meeting are requested to bring with them copy of thenotice and Scheme of Arrangement.

Jagran Prakashan LimitedJagran Building2 Sarvodaya NagarKanpur-208 005, Uttar Pradesh

Book Post

To,

If undelivered please return to: